Setting up an IC-DISC the right way can mean the difference between maximizing tax savings and having issues down the road. In this episode of The IC-DISC Show, I sit down with Brian Schwam, IC-DISC specialist and tax attorney, to walk through the complete IC-DISC setup and compliance process from start to finish. This conversation was inspired by a CPA request for a comprehensive guide covering every step of the IC-DISC journey. Brian breaks down the entire process chronologically, from the initial consultation to determine if a business qualifies, through the critical formation steps that can make or break your IC-DISC. We cover proper capitalization requirements, the infamous 90-day election window, why non-interest bearing bank accounts matter, and the draconian 60-day payment rule that catches many businesses off guard. He explains the difference between simple and transaction-by-transaction calculations, sharing an example where detailed analysis increased a client's commission from $4 million to $17 million on $100 million in export sales. Whether you're a CPA learning about IC-DISC for the first time or a business owner considering this strategy, Brian's systematic approach demonstrates why working with a true specialist matters when navigating these complex regulations. SHOW HIGHLIGHTS A detailed transaction-by-transaction calculation increased one client's IC-DISC commission from $4 million to $17 million on the same $100 million in export sales. Missing the 90-day election filing window requires a private letter ruling costing $35,000-$40,000 to fix, making it cheaper to just set up a new IC-DISC. The 60-day payment rule requires paying at least 50% of your estimated commission in cash or promissory note within 60 days of year-end to avoid disqualification. Setting up an IC-DISC with no par value stock is a fatal error that will cause the IRS to reject your election, regardless of everything else done correctly. A non-interest bearing bank account is essential because even $1.50 of interest income can disqualify your IC-DISC if no commission is paid that year. Export sales typically need to reach $3-5 million before an IC-DISC makes economic sense, though exceptions exist for businesses with exceptionally high profit margins. Contact Details LinkedIn - Brian Schwam LINKSShow Notes Be a Guest About IC-DISC Alliance Brian SchwamAbout Brian TRANSCRIPT (AI transcript provided as supporting material and may contain errors) Dave: Good morning, Brian. Welcome to the podcast. Brian Hey, good morning David. Good to be here. Dave: So I, I now refer to you as the Bob Hope of the podcast because I believe that Bob Hope holds the record for the most appearances on the Johnny Carson Show. So that's why you're like the Bob Hope of the podcast. You have more appearances than anyone else with today's appearance. Brian That's good company to be in if you're of a certain, if you're of a certain age. Dave: Yeah. And I'm not even sure you and I are quite old enough to even be of that certain age. Brian I probably never saw him on Johnny Carson. Dave: Yeah, me too. So this is an episode that was requested by a CPA of one of our clients who was retiring and he had a new. Partner taken over and he said, Hey Dave, can you send over a link to the episode that just goes through all the details of the IC disc from start to finish? And I'm like, well, we don't have that episode, but it's a great idea. So that's what's behind this. So let's start at the very beginning. Somebody calls you up and says, Hey Brian, I need an IC disc, or I want an IC disc. What's the very first step? Brian Very first step for me is to say why. Dave: Okay, Brian tell me about your business. Dave: Okay. Brian You know, do you have qualified export receipts? Do you have qualified export property? That those are very complex areas. And some people might think they do when they don't, and others might think they don't when they do. Dave: Okay. Brian And more likely than not, they heard about IC disc from. Somebody they met at a, you know, business leader meeting or something and somebody said, oh, hey, I have an IC disc. You should have one. Dave: Okay. Brian And not everybody can utilize one, but there's many out there that can utilize 'em that do not. Dave: Okay. And do you charge anything for that consultation? Brian No, because to me it's just a fact finding. Dave: Okay. So step one, figure out if their fact pattern warrants having an IC disc. Brian Right? Right. Well, it's, it's actually, that's one step. If you deter, if we determine that yes, an IC disc makes sense because they do have qualified export property, they do have qualified export receipts, then we have to talk about volumes. Because, you know, if you have 500,000 of export sales, most like more likely than not. Disc isn't gonna make sense. Dave: Economic sense when Brian you factor Right. Economic, the Dave: costs Brian not right. There's not enough benefit to offset the cost at that, at that level, most likely. Of course. It [depends on what, what it is they're selling. Dave: Sure. Do you have a rule of thumb you typically use? Is it like three or 5 million where it typically makes sense or every case Brian For most, for most businesses, that's sort of the range that where it starts to make sense, but there are always exceptions to that. Dave: Sure. Brian So like I had a client that had, you know, 600,000 of export sales, but their bottom line profit was 80%. Dave: Okay. Brian So in that instance, hey, it made sense, but for most companies that have 600,000 of export sales, it, it probably doesn't make sense. Dave: Okay. So let's say they have 5 million of exports, good margins, looks like it makes economic sense. What's the next step then? Brian Well then we talk about what is the tax structure of that exporting company? Is it a flow through entity? Is it a C Corp? And how is it owned? Sometimes [00:04:00] it's owned by a foreign company that makes things way more complicated. Okay. It's owned by a combination of different shareholders, some of which are individuals, some of which are corporations. So that can be complicated. And sometimes it's just a, it's just a pass through entity that's owned by, you know, let's say it's an S corporation that's owned by a family owned. Dave: Sure. Brian You know, so you, you can have a lot of different fact patterns and that will dictate a lot of things with, with respect. Dave: Okay. Brian To how the disc is organized. Dave: Might that also be the time? You inquire as to whether multiple discs might make sense for their structure, or do you typically just focus on kind of getting the initial disc in place and then exploring that over time? Brian Probably the latter. Dave: Yeah. Brian Initially I, you know, the goal is, you know, do you have enough activity? Do you have the right kind of activity? What kind of benefit is it that you think you can, we can get for you? And then, okay, if the answer to all those are in the positive, then it's like, okay, how should this disc be owned based on what we're trying to achieve and where should it be set up? Because that also can have a lot of negative surprises if you set it up in the wrong place. Dave: Yeah. So let's say and I think there's some rules of thumb like if if the. Exporting company is a C corp, you typically don't want the C Corp to own the disc, is that correct? Brian That is, that is correct. And that's because a C corporation pays tax on a dividend. It receives from the IC dis, so effectively there's no benefit. Dave: Okay. So with a C corp, typically it would be the individuals, individual or [individuals that Brian are Oh, the, the shareholders typically, Dave: yeah. Brian You know, possibly a management group could be involved as well, but typically we're talking about the shareholders of the C corporation. Dave: Yeah. And the shareholders of the disc do not necessarily have to mirror the shareholders of the C corp. Right. Brian That is sort of up in the air. I, I prefer that to be the case, but it doesn't have to be the case. Dave: Yeah, like in a simple example, census C Corp owned by one person and when they set it up, they wanna add a couple key employees to it. Brian Yeah. That, that, that's probably fine. You know, there's some old revenue rulings out there from the early 1980s that have a bad fact pattern, which the IRS held that the structure created gift tax issues, but that was like a mom and a dad and a son and a daughter, and mom and dad set up a disc and then gave the stock to the son and the daughter. And, and so that, that's, I see that's a bad fact pattern. What you described is a completely different fact pattern. There's no donative intent in that fact Dave: pattern. Yeah. Okay. In Brian fact, that I have a client that started out where the disc and the C Corp was. It did have mirror ownership, but over time, that has changed dramatically. But still, there's no donor of intent because we have all these unrelated families that own shares in the company in this quote company. And when there have been redemption opportunities over the years, they have the choice redeemed, the disc shares redeemed. The, the C corp shares redeemed them both. So some of like kept their dis shares, but gotten rid of the C Corp shares and vice versa. But really without the donative intent, plus some court case you know, precedent, I, I'm not [00:08:00] so concerned about that issue. Dave: Okay. Now let's switch gears and let's say it's a flow through an S-Corp partnership et cetera. Do you typically want the individuals to own it in that situation? Say that the company has three shareholders, would you just make them the three owners of the disc? More often